Amendment No. 1 to Transfer Agreement between UCAR Carbon Company Inc. and UCAR Graph-Tech Inc.

Summary

This amendment updates the Transfer Agreement between UCAR Carbon Company Inc. and UCAR Graph-Tech Inc. It clarifies that, after the closing date, both companies and their subsidiaries will be jointly responsible for certain employee benefits, while UCAR Graph-Tech and its subsidiaries will be solely responsible for benefits owed to their own employees and retirees. The amendment also specifies how retirees are classified for benefit purposes. The changes take effect as of July 14, 2000.

EX-10.1.1 3 ex10-1_1.txt AMENDMENT #1 TO TRANSFER AGREEMENT 1 EXHIBIT 10.1.1 AMENDMENT 1 TO THE TRANSFER AGREEMENT BETWEEN UCAR CARBON COMPANY INC. AND UCAR GRAPH-TECH INC. The Transfer Agreement is hereby amended, in accordance with the following. 1. The second paragraph of Section 4.1 of Article 4 is hereby amended to read in its entirety as follows: "Transferee and its participating subsidiaries hereby agree to be, and from and after the Closing shall continue to be, (i) jointly and severally liable with Transferor and its other participating subsidiaries and affiliates for all benefits owed to participants under the Program and the Plan and (2) except as otherwise expressly provided in the Services Agreement, solely liable and responsible for all benefits owed to its employees and retirees, and their beneficiaries, under such plans. The parties agree that all employees of Transferor who retired from the Business after February 25, 1991 (approximately 20 employees), and employees of Transferee and its subsidiaries (including the Employees) who retire after the Closing, shall be considered retirees of Transferee for all purposes (including, but not limited to, funding obligations and administration of benefits) under the Program, the Plan and such plans." Date: July 14, 2000